Edwards' Shareholders to Receive Consideration of
Up to $10.50 Per Share in Cash
Transaction Valued at Up to Approximately $1.6
Billion Including Debt
Edwards Group Limited (Nasdaq:EVAC) ("Edwards") a leading developer
and manufacturer of sophisticated vacuum products, abatement
systems and related value-added services, and Atlas Copco Group
(NASDAQ OMX Stockholm: ATCO A, ATCO B) ("Atlas Copco"), the
Sweden-based provider of industrial productivity solutions, today
announced that the companies have entered into a definitive merger
agreement in a transaction valued at up to approximately $1.6
billion, including the assumption of debt.
Under the terms of the merger agreement, a subsidiary of Atlas
Copco will acquire Edwards for a per-share consideration of up to
$10.50, which includes a fixed cash payment of $9.25 at closing and
an additional payment of up to $1.25 per share post-closing,
depending on Edwards' achievement of 2013 revenue within the range
of £587.5 million to £650 million and achievement of a related
Adjusted EBITDA1 target within the range of £113.9 million to £145
million. The transaction is expected to close in the first quarter
of 2014.
Depending on the amount of any additional payment, the merger
consideration represents a premium of approximately 11% to 26% to
Edwards' 30 day average closing share price of $8.33 up to August
16, 2013, the last trading day prior to this
announcement. Edwards priced its initial public offering on
The NASDAQ Global Select Market on May 10th 2012 at $8.00 per
share.
Edwards' shareholders representing approximately 84% of the
current shares outstanding have entered into voting agreements with
Atlas Copco to vote in favor of the merger, subject to the
conditions set out in the voting agreements. Further, the Board of
Directors of Edwards unanimously recommends the offer to all
Edwards shareholders.
Edwards and Atlas Copco have a complementary businesses
fit. Both companies share a similar strategic direction, with
growth focused on technology leadership and customer service. The
benefits of greater scale will help accelerate Edwards' growth
strategy and provide more opportunities for Edwards' employees.
Upon completion of the transaction, a new Vacuum Solutions Division
will be formed within the Atlas Copco Compressor Technique business
area, with headquarters in Crawley, UK.
Jim Gentilcore, Chief Executive Officer of Edwards, said, "This
strategically and financially compelling transaction provides the
opportunity for our stockholders to receive an attractive premium
for their shares. On top of the cash payment at closing,
analyst consensus for the full year and our strong start to the
third quarter leads us to believe it is realistic for us to achieve
the results that would deliver an additional cash payment towards
the upper end of the range to our shareholders."
Gentilcore continued, "This transaction also delivers many
benefits for Edwards' customers and employees. The two
companies share very similar strategic goals, strong brands and
leading market positions. The Edwards brand and reputation
will benefit from the support, expertise and financial strength
that Atlas Copco will bring."
Ronnie Leten, President and CEO of Atlas Copco, said, "We
recognize the strength of Edwards' people and products as well as
their excellence in technology and innovation. We are excited that
this professional company will join our Group."
The merger, which has been unanimously approved by the Boards of
Directors of both companies, is subject to shareholder approval,
antitrust clearance, and customary closing conditions.
Barclays and Lazard acted as financial advisors to Edwards on
the transaction. Legal advisors to Edwards are Davis Polk
& Wardwell London LLP, Weil Gotshal & Manges LLP and Maples
& Calder.
Analyst Conference Call
The Company will conduct a conference call today at 8:00 AM
Eastern Time to discuss the transaction details. The U.S. dial
in number for the call is 877-246-9875 and the non-U.S. dial in
number is 707-287-9353. The passcode is 34161991. A live webcast of
the conference call will also be available on the investor
relations page of the Company's website at
www.edwardsvacuum.com.
For those unable to participate in the conference call, a replay
will be available for one week following the call. To access the
replay, the U.S. dial in number is 855-859-2056 and the non-U.S.
dial in number is 404-537-3406. The replay passcode is 34161991. A
replay of the call will be available by webcast for an extended
period of time at the Company's website, at
www.edwardsvacuum.com.
About Edwards
Edwards is a leading developer and manufacturer of sophisticated
vacuum products, abatement systems and related value-added
services. These are integral to manufacturing processes for
semiconductors, flat panel displays, LEDs and solar cells; are used
within an increasingly diverse range of industrial processes
including power, glass and other coating applications, steel and
other metallurgy, pharmaceutical and chemical; and for both
scientific instruments and a wide range of R&D
applications.
Edwards has over 3,200 full-time employees and 500 temporary
workers operating in approximately 30 countries worldwide engaged
in the design, manufacture and support of high technology vacuum
and exhaust management equipment.
Edwards' American Depositary Shares trade on The NASDAQ Global
Select Market under the symbol EVAC. Further information about
Edwards can be found at www.edwardsvacuum.com.
About Atlas Copco
Atlas Copco is an industrial group with world-leading positions
in compressors, expanders and air treatment systems, construction
and mining equipment, power tools and assembly systems. The company
was founded in 1873, is based in Stockholm, Sweden, and has a
global reach spanning more than 170 countries.
1For the reconciliation of Adjusted EBITDA to EBITDA, please see
Edwards' quarterly SEC filings or quarterly earnings presentation
which can be found in the investor relations tab on its website,
www.edwardsvacuum.com.
Cautionary Statement Concerning Forward-Looking
Statements
This release includes forward-looking statements, beliefs or
opinions, including statements with respect to the Company's
business, financial condition, results of operations and plans.
These forward-looking statements involve known and unknown risks
and uncertainties, many of which are beyond the Company's control
and all of which are based on management's current beliefs and
expectations about future events. Forward-looking statements are
sometimes identified by the use of forward-looking terminology such
as "believe," "expects," "may," "will," "could," "should," "shall,"
"risk," "intends," "estimates," "aims," "plans," "predicts,"
"continues," "assumes," "positioned" or "anticipates" or the
negative thereof, other variations thereon or comparable
terminology or by discussions of strategy, plans, objectives,
goals, future events or intentions. These forward-looking
statements include all matters that are not historical
facts. Such forward-looking statements are based on
management's current expectations, but are subject to a number of
important factors, risks, uncertainties and assumptions that may
cause the actual results to be materially different from those
expectations reflected in such forward-looking statements,
including but not limited to: the occurrence of any event, change
or other circumstances that could give rise to the termination of
the merger agreement or the risk that a closing condition to the
proposed merger may not be satisfied; the failure to receive, on a
timely basis or otherwise, the required approvals by the Company's
shareholders and government or regulatory agencies; the ability of
the Company to retain and hire key personnel and maintain
relationship with customers, suppliers and other business partners
pending the consummation of the proposed merger, factors affecting
the amount of the additional payment component of the merger
consideration; and other factors described in "Risk Factors" and
"Cautionary Statement Concerning Forward-Looking Statements" in the
Company's Annual Report on Form 20-F for the fiscal year ended
December 31, 2012. The forward-looking statements are based on
management's current views and assumptions regarding future events
and speak only as of the date hereof. The Company undertakes no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by the securities laws.
Additional Information
In connection with the proposed transaction, the Company will
furnish to the SEC a proxy statement and relevant documents
concerning the proposed transaction relating to the solicitation of
proxies to vote at a special meeting of shareholders to be called
to approve the proposed transaction, which will include a detailed
description of the merger arrangements and a copy of the merger
agreement. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT
CAREFULLY WHEN IT BECOMES AVAILABLE BECAUSE THE PROXY STATEMENT
WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
You may obtain copies of all documents furnished to the SEC
regarding this transaction, free of charge, at the SEC's website
(sec.gov). You will also be able to obtain these documents, free of
charge (when available) from the Company's website,
www.edwardsvacuum.com.
EVAC-F
CONTACT: Investor Relations:
Ross Hawley
Head of Investor Relations
Edwards
+44 (0)1293 528844
investors@edwardsvacuum.com
Monica Gould
The Blueshirt Group
+1 212 871-3927
monica@blueshirtgroup.com
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